Ben 10, The Return
by Metron99
Summary: AU, an Old Friend from the past returns to Bellwood after being missing Five Years.. but, the news of Gwen dating Kevin proves Too Much for the boy. Can Gwen make a decision soon before her indecision leads to the destruction of the entire universe? and, what IS this 'Planet Cybertron?" and, how does Azmuth not know of it! GwenxOC. XOver
1. Forgotten and Abandoned

**Ben 10 copyright Man of Action/Cartoon Network**

**Transformers copyright Hasbro**

* * *

**Ben 10: The Return**  
**Chapter 01: Forgotten and Abandoned**

* * *

a teenage boy with dark brown hair and blue eyes sat alone in an old chair in a small dark apartment, staring at a TV.

there was no program on.  
in fact, all he was looking at was Static.

he was too lost in thought to pay attention to anything else.

the boy exhaled sharply, gripping the arm of the chair.  
his eyes were moist, red from previous tears.

he choked a bit..then, spoke in a raspy voice.

"g-gwen."

the teenager cried softly, remembering 'simpler' times.

**-[Flashback]-**

_**[Colorado, USA]**_

_**[2006]**_

_It was about noontime._

_it was a clear sunny day at the forest clearing where the Tennyson RV (dubbed "The Rust Bucket" was parked.)_

_Grandpa Max was at a grill, cooking up hotdogs and burger patties._  
_Gwen was sitting on a lawnchair nearby, looking into the screen of her laptop._  
_Ben was (as usual) fiddling around with the Omnitrix._

_Gwen looked up from her computer and grumbled._

_"BEN, Stop messing around with that thing!" snapped the girl_

_"Aww, Come On, Gwen._  
_i'm BORED, i've had No One to fight for WEEKS!"_

_Gwen scowled at her cousin._

_"you say that like it's a Bad Thing."_

_Both Ben and Gwen cast dirty looking glares at one another._

_"dweeb."_  
_"doofus." said Ben and Gwen in unison_

_At that moment..the RV door opened._  
_the two young tennysons looked..and, saw a boy about their age exit._

_he looked almost like Ben._  
_only his hair was 'cleaner', a darker shade of brown._  
_and, he had ocean blue eyes, rather than emerald green ones._

_"Alex..you're awake." said Max, friendly as ever_

_Alex looked up at the sky..then, back at the Tennysons._

_"s-sorry, mister tennyson."_

_"hey, don't worry about it._  
_you seemed pretty tired last night, so i let you sleep in."_

_Alex smiled sheepishly._

_"thank you, mister tennyson."_

_Max smiled as he approached Alex and, gently patted him on his shoulder._

_"Alex..we've been on the road together for a good number of weeks: call me MAX."_

_"uhh..o-okay."_

_Alex began to walk forward..when Max spoke again._

_"Just out of curiosity.._  
_exactly what were you doing last night that left you so exhausted?"_

_Ben gulped hard at this, choking a bit._

_"i, uhh..was with BEN." answered Alex_

_"you were?"_

_"Yeah, I..wanted to explore the last town we were in._  
_Gwen was busy with her 'college applications', so..she didn't have time._

_but, Ben was nice enough to take me."_

_Gwen looked Ben..who had a 'guilty' look on his face._

_"well..that was certainly nice of you, Ben." said Max_

_Ben smiled a WIDE smile._

_"No P-Problem, Grandpa!_  
_you know me: i'm ALWAYS willing to help."_

_Gwen scoffed at this._

_"hmph!, not exactly YOUR idea of "helping."_

_Max touched his chin as he thought for a moment._

_"hmm..Well, since the two of you are getting along so well  
why don't you go fetch some firewood together so we can have ourselves a campfire tonight."_

_"SURE!"_  
_"No Problem."_

_Ben grabbed Alex arm and, practicly jerked him off as the two ran into the woods._

_Gwen watched this, suspicious._

**_[The Woods]_**

_Ben and Alex were in a small area of the forest looking around and gathering stick that looked 'firewood material'._

_as they worked, Ben stopped and looked at Alex._

_"hey, uhh..thanks for not telling on me, man."_

_Alex eyed Ben..then, exhaled softly._

_"i'm Ten, not Four._  
_Besides..i'd rather just forget the whole thing happened in the first place."_

_"yeah..i guess._  
_but, you gotta admit: it was Pretty Cool."_

_Alex grimaced._

_"not really My Idea of 'excitment', Ben."_

_Alex looked back at Ben..and, saw he was fiddling with the Omnitrix._

_"What are you doing?"_

_"ehh, this is taking Too Long._  
_i think that if i go Diamondhead, we can get some REAL firewood in record time!"_

_Alex cast a glare at his friend._

_"BEN..you know you're only suppose to use that thing during an emergency._  
_like when a Crime is occuring, or if villains and monsters are attacking._

_NOT to make a simple chore easier."_

_Ben smirked at Alex._

_"Geez, your starting to sound like Gwen..and, THAT'S Scary."_

_"Then, maybe you should start listening to us._  
_she may be a tad bossy, but she also responsible, an-"_

_"SHEESH, if you're gonna agree with her on everything then, why don't you just Marry Her!: "Mister Gwen Tennyson."_

_Alex's face blushed bright red at this._

_Ben continued to fiddle with the Omnitrix._

_"stupid watch.."_

_Ben pressed the green 'activation button' rapidly but, for some reason, the center cylinder refused to pop up._

_"COME ON!"_

_Alex sighed at this._

_"Don't force it, Ben..HERE, let me."_

_Ben then pressed the button down and, held it down for a good long while._

_the center cylinder finally popped up._  
_the omnitrix itself began to make a strange sound._

_but, Ben ignored it._

_"Finally!"_

_Ben saw a familiar image on the faceplate._

_"going diamondhead."_

_Ben slammed the cylinder down._  
_but, to Ben's surpise..he didn't transform._

_instead, the Omnitrix shot a bright green energy stream which hit Alex (who was right in front of him.)_

_"HEY!, What Th-!?"_

_Alex body flashed bright green._  
_when Ben's vision returned..he immediatly froze at what he saw._

_"Alex" looked at Ben, confused at his 'stunned' expression._

_"What's Wrong?, you look like you've seen a-Huh!?"_

_Alex realised that his voice was different (WAY Different)_  
_he also noticed that he seemed "taller" than normal._

_"What's going on-"_

_Alex looked at his hands..all FOUR of them._

_"HOLY COW!" Exclaimed Ben_

_"Your FOURARMS!"_

_Alex has indeed become "Fourarms"_  
_one of Ben's many Alien Forms._

_"How..is this possible!?" said Alex/Fourarms_

_Ben began to panic as he looked at the Omnitrix (which wa snow RED.)_

_"I..I don't know!_  
_this has Never happened before._

_I mean..I'M suppose to Go Hero!_  
_not make other people go hero."_

_"CHANGE ME BACK!" demanded Fourarms_

_"I Can't!, i don't know how."_

_"You What!?"_

_"I've never had to change back to Ben WILLINGLY!_  
_i usually have to wait until the watch times out."_

_"But, i'm not WEARING the Omnitrix!"_

_"no duh." said Ben, sarcasticly_

_Fourarms cast a glare at Ben._

_"n-no worries, man._  
_if the Omnitrix did this to you..then, it'll probably Undo it."_

_Ben looks back at the Omnitrix..and, sees that it's Still Red._

_"(Deep Sigh) juuust as soon as it Recharges."_

_Fourarms grumbled._

_"i told you not to fiddle around with that thing.."_

_"HEY, try and look at the bright side." said Ben, "trying" to be supportive_

_"What bright side?"_

_"Well..you're Fourarms!, one of my Best Alien Heroes!"_

_Ben then scowled._

_"of course i DID select Diamondhead at the time.."_

_Fourarms exhaled sharply._

_"Alright, FINE..i'll try and be positive."_

_Fourarms looks at his hands again._

_"at least with these extra limbs i can bring back Twice as much firewood back to camp."_

_"HA!, See!?_  
_just like i told ya!" exclaimed Ben_

_Suddenly, a powerful shockwave knocked both Ben and Fourarms down._  
_as they got up, they saw that most of the trees in the area were now splinters._

_and, a REALLY big alien in a mechanical suit was approaching them._

_"VULKANUS!?" exclaimed Ben in shock_

_"you mean that brute that you fought with the galactic enforcers?"_

_Ben nodded quickly._

_"YEP.. the SAME."_

_Vulkanus approached 'Four Arms'_  
_shaking the ground with each hard step he took._

_"tennyson.."_

_Vulkanus faced Four Arms, looking down at him._

_"You an' I have a SCORE to settle."_

_"Hey-Hey, WAIT!_  
_i'm NOT a Tennyson!" said Four Arms_

_Vulkanus laughed at this._

_"Do i LOOK Stupid!?"_

_"dude, does he Really want us to answer that?!" muttered Ben_

_"I know that BEN TENNYSON is the keep of the Omnitrix and, changing shirts Ain't gonna fool me."_

_Vulkanus then reeled his robotic arm back and, punched Four Arms HARD in the chest..sending him flying a few feet thru the air._

_"ALEX!" exclaimed Ben_

_Vulkanus ignored Ben and approached Four Arms (who was struggling to get up.)_  
_Four Arms looked and saw Vulkanus staring down at him._

_"NOW, i'll Finally make you PAY for all the times you botched up my plans, Tennyson!"_

_Vulkanus raised his robotic leg up and stomped it down hard._  
_BUT, Four Arms grabbed his foot just as it came down..gripping it hard._

_"okay..i'm DONE being polite." grumbled Four Arms/Alex_

_Four Arms glared at Vulkanus, gritting his grinding teeth._

_"you wanna go a few rounds with 'Big Red?'_

_Four Arms suddenly flung Vulkanus HIGH up into the air._

_"Then, LET'S GOOOOOO!" shouted Four Arms_

_"YAAAAAAAAAAAAAHHHH!"_

_Vulkanas landed HARD on the ground, sending dust flying._  
_Four Arms punched both his upper and lower fists into his hands, yelling aggressivly._

_Ben smiled at this._

_"AWE-HA-SOME!" said Ben_

_Vulkanus rose up from the ground..and, smirked._

_"heh..finally."_

_Vulkanus charged after Four Arms..who just stood in a defensive stance_

_Vulkanus threw a punch, which Four Arms blacked with his two left arms then, counter with a strong 'double-punch' from both right arms._

_Vulkanus was knocked back..but, maintained his balance._  
_he then roared as he charged forward again, this time with both arms up._

_Four Arms blocked Vulkanus with his upper arms as Vulkanus arms came down upon him  
as Volkanus struggled against his fow, Four Arms punched him HARD in the gut with his free lower arms._

_This (yet again) knocked Vulkanus back._

_the Armored Brute eyed Four Arms..and, chuckled._

_"not bad.." said Vulkanus_

_"you've changed your fighting tactics since we last met, Tennyson!"_

_"I am NOT Tennyson!" snapped Four Arms_

_Four Arms then cracked all four of his knuckles, scowling._

_"but, that won't stop me from kicking your butt."_

_"Cool!" said Ben, enjoying every moment of this_

_"BEN!" shouted a voice_

_Ben looked and saw Granpa Max and Gwen running towards him._

_"What's going on!?_  
_we felt the tremors from th-"_

_at that moment, Max and Gwen saw "Four Arms" and Vulkanus duking it out._

_"Is that Vulkanus..and, FOUR ARMS!?" exclaimed Gwen_

_"uhh..Yeah, funny story." began Ben, nervous_

_Max stared down at his Grandson sternly._

_"Explainations Ben..NOW."_

_Ben exhaled sharply._

_"O-Okay..here it goes: the Watch has been acting 'glitchy', lately._  
_i keep pressing the activation button, but the dial won't pop up for me to go alien._

_so, i kept pressing it..over and over, again until, it finally popped up and let me use the dial._

_but, when i slapped it down..it shot this 'weird beam'_  
_that hit Alex by mistake and made him go Four Arms!"_

_Max pondered this._

_"Hmm..interesting."_

_"Ah, this stupid thing must be Busted, again!" complained Ben_

_"OR, it's a new function that you discovered by accident..as usual." said Gwen_

_"RAAAAAHH!"_

_the Tennysons saw Four Arms knocked Vulkanus down._  
_he then stomped HARD on his chestplate, pinning him down._

_"So..do you give up?!_  
_or, do i have to 'smack you around' some more!?"_

_Vulkanus spat out at Four Arms._

_"Frag YOU!"_

_Four Arms shrugged._

_"Have it YOU'RE WAY."_

_at that moment, the Omnitrix red hourglass symbol beeped and flashed._

_"uh-oh.." said Ben_

_at that moment, Four Arms body flashed bright red._  
_Vulkanus looked up..and, saw a Ten Year Old Human standing atop him._

_Alex gulped hard, blushing._  
_grinning sheepishly, he put his hands behind his back and stepped back a bit._

_"so, uhh..no hard feelings about 'smacking you around', huh?"_

_Vulkanus scowled at Alex._  
_he then snatched him as he stood up._

_gripping the small human in his massive hand he lightly squeezed him, making Alex groan painfully._

_"ALEX!" exclaimed Gwen, scared_

_Gwen glared at Ben._

_"DO SOMETHING, DOOFUS!"_

_The Omnitrix then beeped, the symbol now bright green._

_"ALRIGHT!, we're in the Green._  
_time to Go hero an-"_

_"GAAAHH!"_

_Alex cried out as Vulkanus slowly crushed his body with his mechanical hand._

_"THERE'S NO TIME!, Vulkanus is KILLING Alex!" snapped Gwen_

_Gwen gripped Ben's shirt, glaring angrily at him._

_"how did you transform Alex before..TELL ME!"_

_Ben was shocked and confused at Gwen's sudden anger._

_"I, uhh.."_

_"AAAHH!"_

_"NOW, BEN!"_

_"Uh-I just pressed and held the 'start-up' button down._  
_then, the dial popped up and the watch made a funny noise."_

_Gwen forecfully grabbed Ben's arm, aiming it at Alex._

_"HEY!"_

_Gwen pressed and held the green button down._  
_sure enough, the center cylinder of the Omnitrix popped up._

_The Omnitrix made the 'Strange Noise' again._

_Gwen the touched the dial and quickly spun it around seconds later, she slapped it down on whatever alien was selected._

_the Omnitrix glowed and fire a green energy beam._  
_the beam hit Alex, whose body immediatly flashed bright green on contact._

_then the light faded..Vulkanus was now holding a humanoid whose body was Molten Rock, Magma and Fire._

_"Alex" looked at himself._

_"Heatblast?.."_

_Heatblast/Alex then grinned._

_"alright."_

_Heatblast charged his magma fists with swirling fireballs  
he then shot twin streams of fire at Vulkanus..which each detonated in his face._

_Vulkanus released Heatblast as he gripped his face._  
_Heatblast landed effortlessly on the ground, then eyed Vulkanus._

_Vulkanus chuckled cruely._

_"nice TRY..but, your Pyronite Form is USELESS against me._  
_my species are highly resistant to Extreme Heat of all kinds._

_Why do you think that some people pronounce my name as: "VOLCANUS!?"_

_Heatblast eyed Vulkanus..then, got an idea._

_"YOU may be Fire Proof..but, i'm betting that you're suit ISN'T."_

_Heatblast then balled his hands into fists._  
_flames emitted from them, which slowly formed into what looked like 'sword blades'_

_"whoooaa.." said Ben, amazed_

_"i didn't know i could do THAT."_

_Heatblast gripped his 'flame swords' in a backwards grip._  
_he then leapt up and Double Slashed at Vulkanus chestplate._

_as he dropped down..he saw that he only left minor clefts and scorch marks._

_"HA!, you think i am a fool!?_  
_my Battle Armor Exo-Suit is ALSO designed to resist Extreme Heat!"_

_Heatblast just eyed Vulkanus._

_"resistant.." began Heatblast whose swords grew bigger as their heat Intensified._

_"but, NOT..Immune."_

_Max immediatly got an idea of what was going to happen._

_"kids..we'd better get back."_

_"B-But, Grandpa-"_

_"NOW."_

_Max held onto his grandkid's sholders as they backstepped further away._  
_Vulkanus growled loudly as he reached for Heatblast._

_but, swung his now 'White Hot' fire blades at Vulkanus wrist..slicing it CLEAN OFF._

_"WHAT!?" exclaimed Vulkanus looking at the now melted end of his robotic limb_

_Heatblast's flame swords then faded away._  
_his body then burned with large flames._

_the fire was so hot, that even Max could feel the heat (and, it felt WORSE than the Saharah.)_

_Heatblast then shot a massive stream of fire at Vulkanus._  
_one so powerful, it blinded everyone..and, sent Vulkanus flying several miles thru the air._

_Heatblast fell to his knees..exhausted._  
_as his flames eventually grew weaker, allowing the others to approach._

_Heatblast looked around and saw that a Large Portion of the area  
was now nothing just charred and barren ground of dirt, rock and ash black tree stumps._

_"uhh..that'll all grow back, right?" said Heatblast_

_Max just grinned._  
_at that moment, Heatblast's body flashed red..and, reverted back to Alex._

_"whoa..freaky." said Alex, looking at his hands_

_at that moment, Gwen hugged Alex tightly._

_"YOU'RE ALRIGHT!"_

_Alex blushed bright red._

_"uhh..y-yeah."_

_"Come on, son..let's get back to the rustbucket._  
_we may need to find a New Place to make camp." said Max_

_"Are you SERIOUS!?" exclaimed Ben_

_"Alex totally kicked Vulkanus butt!, both as Four Arms AND as Heatblast  
i don't know about You, but I think Vulkanus will think TWICE before messing with Us, again."_

_"Ben, WAIT." began Alex_

_"You're Grandpa's right: Vulkanus MAY come back here and, i DO NOT think he'll be alone next time._

_the smart thing for us to do is just Keep Moving._  
_they're are OTHER nice camping spots in Colorado."_

_Alex then looked around and exhaled._

_"besides..i pretty much destroyed THIS part enough, already."_

_"Then, it's settled: Back in the Rustbucket." said Max_

_Ben groaned._

_"aw, man."_

**_[Later That Night, At Another Forest]_**

_Both Ben, Gwen and Alex were sitting on a log around a campfire near the Rustbucket RV._

_Granpa Max soon came out with a pan of "food"._

_"Okay..i've fixed an old family recipe."_

_both Ben and Gwen cringed at this._  
_as Max laid the pan down over the fire, Alex stared at it._

_"are those..'things' suppose to be moving like that?"_

_Max grinned._

_"heh-heh, i like to make 'em FRESH."_

_Alex exhaled, then sat back down._

_"hey..you okay?" asked Max_

_"If it's the food..i understand._  
_but, give it awhile, and you'll get used to-"_

_"It's..n-not the food."_

_"It Isn't?"_  
_"IT ISN'T!?" said Gwen and Ben in union_

_Alex shook his head._

_"no..it's not._  
_i..just have my mind on Other Things."_

_Max looked at him._

_"is it about what happened today?"_

_"no..i mean: yes._  
_I MEAN..(groan) i don't know."_

_Max could tell that something was wrong with Alex._

_"Alex..if something's bothering you, just tell us."_

_Alex looked down, a depressed look on his face._  
_he finally exhaled sharply, raising his head up to look at Max._

_"When you started this 'Trip' with Ben and Gwen..you planned out everything, didn't you._  
_the Destinations, the Roads Taken, the Sights, Landmarks, Everything."_

_Max smiled._

_"well..m-more or less."_

_"But, OTHER things happened during you're trip that WASN'T according to plan." continued Alex_

_"Ben finding the Omnitrix, Gwen's 'Magic Powers'_  
_and, you coming out of retirement as a "plumber."_

_Max shrugged._

_"we..have had our share of surprises._  
_but, i like to think that it makes the trip more 'memorable."_

_"yeah, well..here's Another thing that didn't happen according to plan: ME."_

_the Tennysons looked at Alex, worried about his "attitude."_

_"Summer Vacation can't last forever.." continued Alex, glumly_

_"and, When it's all over..and, you all return to Bellwood._

_Ben will still have the Omnitrix._  
_Gwen will still have her powers._  
_and, You will still be a Retired Plumber._

_but, what..about ME?, where will i be?_

_this whole trip has Always been about All of You..i'm just the 'tag-along."_  
_i don't have a Home OR a Family to go back to once this is all over."_

_"Alex-"_

_"So, where will I be once Summer ends?.." continued Alex, now thinking out-loud_

_"Back on the Streets where you all found me?_  
_or, WORSE: left behind in some Foster Home where i'll be Forgotten."_

_"That WON'T Happen!" said Gwen_

_Alex looked at the redhead..who looked at him with Soft, Gentle eyes._

_"we won't let it." said Gwen, softly_

_"Gwen's RIGHT, Alex." began Max_

_Alex looked at the older Tennyson._

_"I may not know Everything that's going to happen before this trip is over.._  
_but, i know One Thing for certain: we are NOT going to abandon you, Alex."_

_Alex looked at Max._

_"then..what?_  
_what's gonna happen to me?"_

_Max paused..unsure what to say._

_"WELL?"_

_Max exhaled sharply._

_"i don't know..i'll think of something._  
_maybe i can find a nice family in Bellwood."_

_"Adoption!?, Pthh!_  
_my chances of THAT ever happening ended when i turned Eight."_

_Ben smirked._

_"he could always live with GWEN..he sure seems to like he-GAAHH!"_

_Alex gently slapped Ben behind his head._

_"shuttit!" said Alex thru gritted teeth_

_"Well, Ya' DO!_  
_sometimes i hear you go: "Gweeeen..GWEEEEEN!" in your sleep."_

_"He What?" said Gwen_

_Alex was now blushing bright red._

_"Man, if i didn't know any better, i say you have a-"_

_"ALRIGHT, FINE!" shouted Alex, suddenly_

_"You want the Truth?. then HERE. IT. IS._  
_I, Alex 'Whatever-My-Surname-Was'..have a CRUSH on you're cousin: GWENDOLYN TENNYSON!"_

_Gwen froze still, blushing bright red._

_"There..Ya' Happy!?" snapped Alex_

_Ben was speechless._

_"uhhh.."_

_"Oh, Forget It!" snapped Alex as he stood up_

_"If there is ANY bright side me being sepperated from the Tennysons come Summer's End  
__it's that i'll NEVER AGAIN have to deal with your Arrogance and Immaturity, BENJAMIN TENNYSON!"_

_Alex then stormed off angrily growling and muttering to himself as he disappeared into the woods._

_after a good few minutes..Ben spoke up._

_"heh-heh..MAN._  
_he really DOES act just like you, Gwen._

_maybe the two of you SHOULD get married and, have little 'Dweeb Babies', HA! HAA!"_

_Gwen ignored Ben's Smart-Alec Remark._  
_she just stood up and silently walked off to where Alex was going._

_Ben snickered to himself._

_"betcha their gonna be smooching now..heh-heh, GROSS!"_

_Max then took ahold of his pan._

_"Well..food's done."_

_Max took a dipper and, scooped up what looked like 'insect larva' and 'squid tentacles'_

_he poured large quantities onto Ben's plate._

_"Eat Up, ben..their Nutritious!"_

_Ben looked at his "food" and immediatly turned pale._

_"ughh..but, THIS is "Grosser."_

_[Meanwhile, Elsewhere]_

_Alex was marching angrily down the woods  
heading Further and Further away from camp, and Deeper into the darkness._

_he didn't care..he was too busy Fuming to be scared._

_"stupid ben and his stupid jokes and stupid..STUPIDITY!" grumbled Alex_

_"i don't know what makes HIM such a 'great hero'._

_everytime he goes Alien, he gets Beat-Up most of the time!_  
_I only went Alien Twice and handle Vulkanus JUST FINE._

_GRRR!, Ben isn't even a Real Hero!_  
_he doesn't do what he does because it's "The Right Thing To Do."_  
_he does it to be Famous and get Thrills, he's nothing but a Shallow Jerk!"_

_Alex foot suddenly gets caught in an uproot._  
_he tripped and falls down on the ground._

_in anger, he growls Loudly thru his teeth._

_but..his anger eventually subsides and, he becomes calmer as he turns and lays flat on his back._

_"oh, what am i doing?" said Alex softly_

_"I can't be mad at Ben..he's just who he is."_

_Alex then sat up, looking down._

_"HE isn't what's been bothering me..it was nev-"_

_Alex's eyes became moist, tears forming._  
_unable to hold it in any longer..he broke down and cried._

_"(sob, choke) why?..why didn't she want me."_

_"Alex?"_

_Alex looked up and saw Gwen approach._

_"G-Gwen!"_

_Alex immediatly felt embarassed._  
_Both at his earlier rage-fueled 'confession'_  
_and, the fact that he was just now crying his eyes out._

_Gwen, however..was just concerned._

_"are..are you okay?"_

_Alex darted his eyes, unsure what to do._

_"uhhh..."_

_Gwen approached him._  
_she bent down before him and looked right into his eyes._

_Gwen then pulled a cloth from her pocket._

_"here..let me."_

_Gwen began to wipe the tears from Alex's eyes and cheeks._  
_Alex just close his eyes shut, letting Gwen clean him up._

_"cheer up.." began Gwen, softly_

_"you know how Ben gets-"_

_"it's..n-not him."_

_Gwen looked at Alex._

_"then, what?"_

_Alex opened his eyes and looked at Gwen._  
_he sighed sharply, looking down._

_"i've..been having bad dreams, lately."_

_"about what?"_

_"something..that happened a long time ago."_

_"w-what do you mean?"_

_Alex inhaled deeply..then, finally exhaled._

_"i..never knew my father._  
_but, i DO remember my mother."_

_"you DO!?"_

_"yes..Long Dark Hair, Blue Eyes, she was beautiful."_

_Alex paused for a moment, smiling weakly._

_"i..i remember her telling me..that she loved me."_

_Alex then frowned._

_"but..when i turned Three she took me on a Road Trip..she said it was a surprise._

_I got out..and, she..she-"_

_Alex stopped, feelings the tears returning._

_"she left you." said Gwen, stunned_

_Alex didn't answer..he just cried._  
_Gwen took him into an embrace and hugged him tightly._

_"oh, alex..i am So Sorry."_

_"i..i had to make it on my own since then._  
_i still don't know WHY she abandoned me!_

_was it..s-something i did?!_  
_or..did she even love me at all?"_

_Alex cried some more._

_"is..is this why you're so worried about summer being over?_  
_you look at me, my cousin and grandpa as family..and, you're afraid of being abandoned, again."_

_Alex continued to cry._

_"i don't want to be alone..not anymore."_

_"you WON'T..i promise." said Gwen_

_"you..promise?"_

_Gwen nodded._

_"i swear to you, Alex..we will NEVER abandon you."_

_Gwen then parted from Alex and looked right at him._

_"now, tell ME something.." began Gwen_

_"when you told Ben that you have a Crush on me..did you mean it?"_

_Alex froze, staring blankly at Gwen._

_"Alex?.."_

_Alex exhaled sharply, seeing No Way out of this._

_"every word." replied Alex_

_Gwen stared at him._

_"i'm sorry, gwen: but, i really DO like you._  
_i can't help it..your just so smart, funny and..p-pretty."_

_"that's okay."_

_Alex looked at Gwen._

_"i-it IS?"_

_"yes..truth is: I like you, too._  
_you're not Vain, Selfish or Arrogant..your Humble, Polite and Kindhearted."_

_Gwen then touched Alex chin._

_"you're..my kinda guy."_

_Gwen kissed Alex on the cheek._  
_Alex smiled wide, blushing bright red..then, he fainted._

_Gwen smiled at him._

_"Best. Summer. EVER."_

**-[End of Flashback]-**

Alex cried harder, unable to conseal his sobs.

oh, how he wished that summer five years ago NEVER Ended.

"she..she p-promised." choked Alex

Alex was in a severe state of depression.

Five years ago..he met the love of his life.  
and, when he got sepperated from her due to accident, he did Everything to get back.

get back home..to HER.

But, when he finally DID return home..  
so much had changed, that he didn't even recognize it anymore.

Alex took a long drink of soda and gulped it down.  
he exhaled sharply, still staring at the screen.

"i never should of came back.." muttered Alex

**KNOCK! KNOCK! KNOCK!**

Alex glanced at the door and sighed.  
at this point, he didn't care if it was the landlord..or, a robber.

"**Come In!**"

The door opened (with some effort)  
and, in came a familiar Brown Haired, Green Eyed teenager in a green jacket.

"h-hey.." said Ben with a shakey voice

Alex grumbled to himself.

"what do you want, BEN."

Ben closed the door behind him (also, with some Effort)  
and, took a moment to look around at the 'considerably' small apartment.

"uhh..n-nice place." said Ben, trying to be cheerful

"hmph.."

Ben tugged at the neck of his shirt.  
he then approached Alex, standing right beside him.

he looked at the TV..and, made an expression.

"so, uhh..anyhing Good on?"

Alex scowled at Ben.

"you didn't answer my question: What are you doing here, Ben."

Ben exhaled sharply..then, got serious as he looked at Alex.

"Alex..we need you."

this made Alex chuckle.

"oh, you DO now?"

"YES, we do!  
you have No Idea on what's been going on-"

"well, DUH!  
i was stranded on another planet for Five Years."

Ben looked at Alex, surprised.

"Y-You were?  
but, I thought you were trapped in the Null Void-"

"with "Squid Face?" said Alex, interrupting Ben

Alex then chuckled lightly to himself.

"after Five Years, you're STILL as slow as ever, Ben."

Ben was confused.

"huh?"

Alex looked right at Ben (who could see the 'dark rings' around his bloodshot eyes.)

"the Null Void is an Alternate Dimension, right?"

"uhh..Yeah."

"well, it isn't just accessed from the 'Null Void Projector'.  
THAT was only a device built to allow easy access to it.

Natural Portals to the Null Void keep opening up in random locations all across the universe.

How else do you think Vilgax..and, 'KEVIN', kept escaping?!"

Ben caught how Alex said Kevin's name.  
almost like his name tasted "bitter" to him.

"Look, Alex..a-about Kev-"

"if you were going to replace me, you should of gotten Cooper Daniels.  
HIM i could've lived with..but, instead: you choose your SECOND Worst Enemy next to Vilgax!"

"Ale-"

Alex ignored Ben and continued to speak.

"Kevin was a monster..even BEFORE his mutation.  
he stole, he lied, he tried to kill You, Gwen, your Grandpa and ME on a number of occasions.

Heck, he teamed-up with VILGAX Himself just so he could get back at you.  
and, YOU wanted HIM to fight alongside you against..against Whatever!?"

Ben tried his best to calm Alex down.

"Alex, look..i KNOW this may come as a Big Shock.  
but,you've got to believe me: Kevin HAS Changed, people CAN Change."

Alex eyed Ben..  
then, he remembered his own 'experiences' in space five years ago.

"that may be true in SOME cases.." began Alex, his tone-of-voice 'calmer'

"but, i Personally know for a fact that some people..can NEVER Change."

"But-"

Alex finally got out of his chair.  
he turned and faced Ben, looking at him straight in the eyes.

"How can you be so certain that Kevin's "Heroic Deeds" isn't just another Con?!  
for all WE know, he may just be decieving you, waiting for the right moment to betray you, YET AGAIN!"

Ben just stared silently at Alex, surprised at his outburst.

"man..what happened to you?  
you're not the same guy i knew five years ago."

Alex scowled, eyeing Ben.

"i. grew. up."

Alex then turned his back and walked forward.  
as he placed his hands on a table, looking down..Ben approached him.

"Seriously..what happened?  
you said you were stranded on another Planet, so..which one was it?"

Alex remained silent.

"Tetra?, Kinet?.."

Alex still said nothing.

"Galvan Prime?"

"no." said Alex, softly

"Well, then Which One Was It-!"

"It's a Long Story, Ben.  
one that i don't have time, nor do not want to tell."

Alex then turned and looked at Ben.

"but, lemme give you the "Short Version.."

"Ten Years Ago..i was an Abandoned and Forgotten Child.  
i was Always Polite, didn't like confrontation and liked to believe the Best in people.

I believed that even in the darkest abyss..there is a ray of light.  
and, i felt such hope..when you, Gwen and 'Grandpa Max' found me on that memorable summer."

Ben listened intently at Alex, knowing that this was important.

"For a moment..i believed that i had everything.  
a Father Figure, a Best Friend..LOVE.

then..i was robbed of my paradise.  
when some "squid faced demon" dragged me into "hell" with him."

"vilgax..we sent him into the null void.  
but, he grabbed you as he got sucked in."

"i REMEMBER, ben." said Alex, getting annoyed

"sorry."

Alex continued.

"I don't know if it was a Blessing, or a Curse..that i found that portal out.  
but, when i stepped thru it..i wasn't back on earth like i hoped.

i was stranded on a war torn planet in a far off galaxy unknown to even Azmuth himself.  
and, the only way for me to get back home to the one i loved..was to pick a side and SURVIVE."

Alex eyed Ben (who looked shocked.)

"You ask what happened to me, Ben?..why i changed.

Well, when you're a Ten Year Old boy forced to become a solider in a war that isn't you're own.  
and, you fight for FIVE. LONG. YEARS...then, YES: You DO "Change."

Alex then walked back to Ben, staring right at him in the eyes.

"and, you wanna know the Worst Thing?" began Alex

"It's that after Everything i went thru to get back home..  
i find that my "Home" isn't familiar to me anymore.

not when my so-called Best Friend is buddies with his arch-nemesis.  
and, the girl who loved me SO MUCH..is in the arms said Arch-Nemesis."

Ben exhaled at this.

"Alex, loo-"

"Gwen was my only motivation for returning home..she was ALL i could think about.  
but, to finally return..and, see her with someone else, and STILL with that someone else.."

Alex finally flops down on a nearby bed.

"it feels like i've been Forgotten and Abandoned all over again.."

as Alex lays upon the bed, staring mindlessly at the cealing Ben walked over slowly and looked down at him, frowning.

"alex..look, i'm Sorry about everything's that's happened.  
but, with Grandpa Max missing and the DNAliens 'secret invasion', i REALLY need your hel-"

Alex suddenly hands Ben a 'Computer Disk'.

"wa-what's this?"

"Everything you need to know about you're New Enemies."

Ben took the disk and looked at it.

"the "DNAliens" themselves are 'Xenocyites'  
they are Leech-like organisms that bind with other species." began Alex

"Xenocites aren't really a Species themselves.  
they were artificially created by 'Atasians.'

Ben looked at Alex.

"Ata-Whatsit?"

"**ATASIANS**." repeated Alex

"You know them as "The Highbreed."

"oh.."

Alex continued speaking (as he stared at the cealing.)

"atasians are from the planet Augstaka.  
their like the "Kluxx Klan" of Aliens.

they believe themselves a Superior Race  
and, blindly hate Other Aliens for being different from them."

Ben looked at Alex.

"well..if that's true then, how come their assimulating Humans and Other Aliens with their Xenocytes?"

"Because they are a Dying Race..  
centuries of Inbreeding has taken a toll on their DNA's Immunity System and Lifespan.

Basicly, Their Going Down..HARD and Quick.  
and, they want to take as many of us with them as they go."

"Harsh." said Ben

Ben looked at the disk..then, back at Alex.

"any known weaknesses?"

Alex nodded.

"One: they thrive in intense cold so, any kind of heat will do 'em in."

"Yeah, that much i figured out."

Alex ignored this and, continued to speak.

"encoded on that disk is All known records relating to the Highbreed and their DNAliens..both Public and Private.

it also contains Teck Specs of their Weapons and Technology and, probable locations for all their bases on Earth."

Ben looked at the disk..then, back at Alex.

"Where..did you get this data?"

Alex made a soft noise in his throat.

"Let's just say..i have "Friends."  
friends with access to a very advanced computer system."

"are you're friends..Aliens?"

"yep."

Ben paused..then, spoke again.

"think they might be..interested in helpin-"

"If they DO, you probably won't see it."

Ben eyed Alex.

"are they..Shy, or something?"

Alex turned his head and eyed Ben.

"my Friends prefer to opperate 'undercover'  
'Stealth' is a way of life for them, so no: they won't show their faces."

"Man..sounds like your buddies are 'Space Ninjas."

"a few of them are." said Alex, bluntly

Ben then exhaled and, looked at Alex once again.

"is..anything on Grandpa in here?"

Alex was silent..then, spoke.

"no..his whereabouts is all we couldn't find."

Ben sighed sharply, feeling stressed.

"well..thanks for trying."

"yeah..whatever."

Alex turned over on the bed, back facing Ben.

"alex.."

"i gave you intel on the DNAliens..now, leave me be."

"Alex, come on, man: we really need you."

"no, you don't.  
you all did just fine without me these past five years..why change that, now?"

Ben got serious.

"When i last contacted grandpa..he said that i needed to form a team.  
and, Alex..i was hoping YOU would be on that team, you know..like Old Times."

Alex suddenly sat up turned and, glared at Ben.

"Old Times" would've been You, Gwen, Your Grandpa and Me traveling the country in that old RV during the Summer..

NOT watching the love of my life "swapping spit"  
with a power absorbing criminal whose tried to kill me several times."

"uhh-"

Alex then got up and faced Ben.

"What do you expect me to do, Tennyson!?" exclaimed Alex

"just Go Back, Forget all about Gwen  
and, be perfectly Okay with her dating a (so-called) EX-Con!?"

Ben wanted to protest..  
but, could find nothing Comforting or Convincing to say.

"i..i'm sorry, i wasn't-"

"Considering my own personal feelings!?  
well, at least SOME THINGS haven't changed."

Alex finally calmed himself down..and, exhaled softly.

"look, ben..i'm sorry, but i can't go back with you.  
not when i've lost Everything that i ever cared about.

and, the Last Thing i want..is to be reminded of what i've lost."

Ben looked back at Alex.

"so..what will you do now?"

Alex looked at Ben..and, sighed.

"i don't know..Gwen was all that mattered in my life.  
so, without her..i have absolutely No Idea what to do, now."

Alex then turned and slowly walked back to his chair.  
he flopped back and and resumed staring at the static on the TV screen.

Ben hated to see him like this.  
but, he couldn't think of any way to cheer him up.

"well..if you ever change you're mind: our doors are Always open."

with that, Ben turned and walked off.  
he gripped the handle of the door and forced it open.

Ben took one last look at Alex.  
then, with a sadenned sigh, he exited the apartment.

Once he was gone..Alex took another drink of soda.  
with a sharp exhale, he stood up and walked back over to the bed.

he bent down and pulled a black hard plastic suitcase from under it.  
placing it on the bed, he unlatched it and raised up the lid.

inside..was a shirt.  
a small child-sized shirt.

it was light blue with dark blue sleeves and neck and, bore the image of a "blue cat" on the chest.

it was dirty, torn, burnt and ripped up at numerous places.

Alex sighed sharply, recalling a memory.

_((Young Alex: "You're Favorite Shirt?"_

_Young Gwen: "Yes..i want you to have it."_

_Young Alex: "B-But, i can't-"_

_Young Gwen: "Keep It, i have plenty back home  
this way, no matter where you go..i'll always be with you."_

_Young Alex: (brief pause) i..i don't know what to say._  
_i'll..i'll keep it forever._

_Young Gwen: "and, i'll love you forever."))_

Alex gripped the torn-up shirt in his hand.  
the one relic reminding him of what he once had..and, what he lost.

tears welled up in his eyes, which streams down his cheek.

"i..will love you..for All Time, gwen." whispered Alex, his voice breaking.

**KNOCK! KNOCK! KNOCK!**

Alex scowled at the loud, forceful knocking.

"**GO AWAY, BEN.**" said Alex, loudly

**KNOCK-KNOCK-KNOCK!**

Alex growled as he put Gwen's old shirt away.

"**I SAAAID: GO AW-**"

Suddenly, the door was kicked open which ripped the hinges off the frame.

Alex looked and saw a muscular teen male  
with medium ash black hair and wearing a black t-shirt and blue jeans.

Alex scowled angrily at him.

"hey..hows it going?"

Alex grinded his teeth.

"kevin."

Kevin Levin walked into the apartment.

"nice place you go here."

Alex smirked.

"And, you are quite welcome to steal and pawn whatever of it you want.  
i was planning on leaving for a better place, Anyway."

Kevin chuckled.

"Hey, haven't you heard?: I've gone Straight."

"Heh!, yeah..right."

Kevin approached Alex.

"Come on, i really ha-"

Alex suddenly drew out a futuristic-looking handgun..which he aimed RIGHT at Kevin.

the gun was pearl white with a blue handle and, had red barrel with three caliburs.

the minigun bore the symbole of a "red face" on it's side.

"Whoa, now.." said Kevin, surpised

"keep you're distance, Kevin." said Alex in a dark tone

"you may of fooled Ben and Gwen, but you DON'T fool me!"

Kevin put his hands out.

"Hey-Hey, be coo-"

"I haven't Fogotten all the times you Attacked Ben, nearly killed Gwen.."

Alex then pulled open his shirt with his free hand revealing long jagged scars that ran across his chest.

"OR, of what you did to me Last Time we met, **KEVIN 11**."

Kevin grimaced at this.

"s-so..you remember all that, huh?"

Alex glared at Kevin.

"my memory is as Long as History."

Alex then jerked his gun forcefully at Kevin.

"so, **KEEP AWAY FROM ME!**  
or, my buddie "Scattershot" here will be forced to teach you a lesson.

he can fire three shots a-second, OR fire them all at once in a fully powered blast.  
making him Both a Gatling Gun AND, a Cannon all-in-one."

Kevin eyed him.

"Okay, see..Anybody who names their weapons needs serious help."

Alex growled angrily at Kevin, gritting his teeth.

"Whoa-Whoa, HEY!  
i'm not here to start trouble, I just wanna TALK!"

Alex scoffed at this..then, lowered "Scattershot" down.

"well, that's a first."

Kevin exhaled sharply, relaxing.  
he then spoked softly as Alex turned his back on him.

"Look..i'm sorry about what happened between us in the past."

"HEH!"

"But, just Hear-Me-Out!  
me, Ben and Gwen all need you."

Alex turned and glared at Kevin, scowling darkly.

"did you know that me and Gwen were a couple five years ago?"

"Well, uhh-"

"That we loved each other dearly.  
and, that we both saved each other's lives on a daily basis.."

Alex then got in Kevin's face.

"Often times, from YOU."

Alex then turned and walked off, again.

"Gwen was all i could think about when trying to get back home..  
and, when i finally did: I find her with YOU."

Kevin eyed Alex.

"she thought you were dead-"

"And, naturally you decided you could just TAKE HER on the rebound, is That It!?"

"NO!, it isn't like that!"

"Then, answer me THIS, Kevin.  
now that you know that i Love Gwen, and that i am very much Alive

then, WHY are you still with Gwen, Hmm?  
WHY haven't you been man enough to step aside and, give me a chance to reconcile with my long lost love."

Kevin stuttered, trying to find an answer.

"Answer: Your SELFISH, CRUEL and GREEDY!" shouted Alex, angrily

"Hey, no-!"

Alex got right in Kevin's face.

"You want Gwen AAAAALL to Yourself.  
you want her to be YOURS, and NO ONE ELSES and, you don't CARE if it's hurting me or not."

Kevin paused at this.

"FACE IT, Kevin!  
the only thing about that's "changed" is you're appearance.

aside from that, you're STILL the same Heartless Monster that you've always been.  
because you stole my most valued possession: you stole the Love of my Life."

"i..i-"

"J-Just, GET OUT OF HERE, Kevin..NOW!"

Kevin scowled at Alex.

"LOOK, i didn't come here to play "Dr. Phil" with you.  
i'm here to take you back with us so we can fight the Highbreed."

Kevin then grappeled Alex Shirt, jerking it aggressivly.

"Now, how we gonna do this?: Easy Way, or Hard Way."

Alex drew out his 'Scattershot Gun' and charged it.

"crap."

**[Outside]**

Ben was waiting patiently in Kevin's green-and-black muscle car.

"man..what is taking so lon-"

**KA-ZAAAAAAAAAAAP!**

Ben jolted up and saw a powerful beam of energy burst from the apartment building.

"_**WHAT THE HECK!?**_"

suddenly, a body plummets down upon the hood of the car.  
Ben quickly gets out and see Kevin laying on the hood..with a smoking hole burnt thru his shirt.

"ow." said Kevin

"OhMyGosh, Kevin..WHAT HAPPENED!?"

Kevin groaned as he sat up.

"I..don't think Alex is gonna change his mind."

Ben looked up..and, saw Alex standing at a gaping hole at the side of the building.  
he had a VERY dark look and his face, and was holding a smoking space gun.

he then turned and walked back into his "apartment."

Ben exhaled sharply..then, looked at Kevin.

"told'ja he wouldn't listen to you."

Kevin shrugged.

"had to TRY."

"Yeah..and, it looks as if you made things worse."

Kevin looked down and sighed sharply.

"yeah..guess so."

* * *

**Author Note:**

**Chapter One of my Ben 10/Transformers Crossover (even though no actual Transformers officially appear, they are just "hinted" at)**

**a majority of this chapter contains recycled content from my previous Ben 10 Oneshot: 'Once Upon a Summer' (understandable, since it WAS a flashback story and part of this overall story.)**

**This chapter was basicly introducing my Ben 10 OC and, showing him at an all time LOW point in his life.**

**he's confused, he's angry he's in love, he's brokenhearted**

**he doesn't know what the heck he's doing, anymore.**

**I also share my own personal opinion on "Gwevin" (GwenxKevin) shipping. paticularly how i don't think it makes any sense (especially to fans of the original series)**

**and, how Shocked i was when Alien Force started dropping hints at it.**

**Basicly, i'm forcing Ben 10 fans to take pity on Alex. he's loved Gwen since they were Ten, NOW he's lost her..and, has no idea what to do, anymore. (so, go ahead..TRY and hate this guy, you'll just look like a Jerk if you do.)**

**Actual Transformers will appear in Chapter 02, so hang tight TF Fans.**


	2. Desperate Measures

**Ben 10 copyright Man of Action/Cartoon Network**

** Transformers copyright Hasbro**

** "World SO Cold" and "Home" copyright Three Days Grace**

** "Breaking The Habit" copyright Linkin Park**

* * *

**Ben 10: The Return**  
**Chapter 02: Desperate Measures**

* * *

**[Mr. Smoothie, Noontime]**

Gwen was sitting alone at a table outside the "Mr. Smoothy" Restraunt.

she was going over some files on her personal laptop as she waited for Ben and Kevin to meet up with her.

But, her mind couldn't help but wander at "other things."

Alex..HER Alex, had finally come home to her.  
but, things were Different now..so very different.

She was dating Kevin, now.  
and, she couldn't just leave him for Alex..that would be wrong.

but..was it really fair to neglect Alex.  
the boy who she loved since she was a kid?

Gwen felt so confused.

At that moment, Ben and Kevin finally arrived.

"Hey..sorry we're late.  
we got a little caught up in traffic." said Ben

Gwen shrugged, making an uninterested noise.

Kevin eyed her.

"you, uhh..doing alright?"

Gwen exhaled..then, looked at the two boys.

"it's..it's n-nothing, nothing at all."

Ben eyed Gwen.

"it's Alex, isn't it?"

Gwen looked down at the table, silent.  
the red haired girl then exhaled, and spoke softly.

"it's..it's like he back from the dead." began Gwen

"i mean, i want things to go back to the way they were, i really DO.  
but, i know they can never really go back to the way they used to be."

Kevin scoffed, crossing his arms.

"if you ask me, the guy needs to learn to let go."

Ben scowled at Kevin.

"If you're saying what i think you're saying, Kevin..then, you'd better Shut It."

Kevin ignored Ben's "threat."

"I'm just SAYING!: there Are other girls out there."

"You weren't with us Five Years Ago, Kevin..Alex **LOVED** Gwen.  
he was Always with her, got mad when i insulted her and, protected her from freaks like Hex and Charmcaster."

Gwen frowned at this, memories flooding back to her.

"Y-Yeah..SO!?, i do that stuff, too." said Kevin

Ben sighed sharply as she slapped his face lightly.

"LOOK, i'm saying that something like that Isn't something you just "GET OVER."

"SURE ya' do..it's Easy!"

Ben scowled at Kevin..then, smirked.

"Well..if it's so "Easy"  
then, why don't you let Gwen go back to Alex and YOU date those "Other Girls."

Kevin grabbed Ben's shirt.

"Watch it, Tennyson.  
i haven't 'Fully' reformed, yet."

"**QUIET!**, Both of You!" snapped Gwen

"WHAT!?"  
"WHAT!?"

"look.."

All three teens see Alex himself sitting a few tables away from them.

his eyes were dark (indicating Lack of Sleep)  
he had several empty smoothie cups littered on his table  
and, had a very, **VERY** depressed look on his face as he drank down yet another smoothie.

"oh..my gosh." said Gwen

"he looks..Horrible."

"Hmph!, you should've seen him Last Night: he was WORSE." said Ben

Gwen ducked down a bit, feeling ashamed for some reason.

at that moment, two familiar faces approach Alex.  
namely, Ben's childhood classmates/bullies: 'Cash & T.J.'

"oh, crud..not THEM." said Ben

Cash and T.J. approached ALex, snickering.

"well-well..Lookie what we have HERE" said Cash

Alex did his best to ignore the two.

"Man..look at all these empty cups!  
either the dude is Seriously Thirsty..or, he just got Dumped, HA-HA!"

Alex scowled, staring blankly.  
Cash then snatched Alex remaining Smoothie from his hand.

"HERE, man..lemme help ya' "Cool Off."

Cash removed the lid..and, poured the Ice Cold onto Alex head.  
Alex (obviously) jolted at this, grinding his teeth.

**"HA! HA! HA!"**  
**"HA! HA! HA!"**

Alex scowled darkly and gritted his teeth..he was MAD, now.

"oh, crap..their dead, now." said Kevin with a grin

Sure Enough, Alex quickly stood up  
grabbed Cash by the neck of his shirt and slammed his jaw again the table.

before T.J. could react  
Alex swiftly punched him, cracking his glasses.

Ben, Gwen and Kevin stared blankly..stunned at this.

"d*mn." said Kevin

"y-yeah..i know." said Ben

Alex brushed some dirt off his sleeve.  
he stared down at the two bullies, now laying on the ground in pain.

"hmph, jerks."

Alex looked over and glanced over at Ben, Gwen and Kevin.

Gwen looked at Alex..and, he at her.  
he finalled exhaled sharply, turned and walked off.

the three watched as Alex walked over to a Dark Red and Orange sportscar.  
he got into the driver's side of the vehicle and drove off.

"uhh..he's Homeless, right?" questioned Kevin

"Uh-Huh." said Ben

"and, how long has he been back?"

"bout a few days."

"right..then, HOW did he score a Sweet Ride like THAT!?"

**[Elsewhere]**

Alex was sitting alone at the driver's seat of the car.

he wasn't using the steering wheel, or the pedals in fact, the car appeared to be 'Driving Itself'.

Alex just stared out the door window, watching the world pass by.

(("**You okay?**")) said a voice

Alex was silent.

(("**Cuz..you know, it's a Long Drive back to the GroundBridge Site.**  
**so, we have plenty of time to talk, an-**"))

"not now, hot rod." said Alex, finally

(("**oooh-kay.**"))

Alex sighed sharply.  
then, looked at the 'red face' insignia on the steering wheel  
(which seemed to flash with every word that 'Hot Rod' spoke.)

"look..i-i'm sorry, Hot Rod.  
i've just been having a bad..well, bad few days."

(("**It's alright.**"))

Alex exhaled again, rubbing his face.

(("**Maybe some Tunes'll cheer you up.**"))

Hot Rod started up his onboard radio.

~_I never thought I'd feel this.._  
_Guilty and Broken down inside_

_Living with myself, Nothing but lies._

_I always thought I'd make it But, never knew I'd Let it get so bad_

_Living with myself Is all I have._

_I feel numb..I can't come to life_  
_I feel like I'm frozen in time_  
_Living in a World so cold..Wasting away_  
_Living in a shell With no soul..Since you've gone away_

_Living in a world so cold_

_Counting the days Since you've gone awa_-~

(("**Whoops!, w-wrong station..**"))

Hot Rod switched to another Radio Feed.

~_I don't know what's worth fighting for..Or, why I have to scream._  
_I don't know why I instigate And, say what I don't mean._

_I don't know how I got this way, I know it's not alright._

_So I'm breeeeaking the habit, I'm breeeeaking the habit...Tonigh_-~

(("**slaggit..**"))

~_No matter how hard I try..You re never satisfied This is not a home, I think I m better off alone_

_You always disappear..Even when you re here This is not my home, I think I m better off alone_

_Home, home, this house is not a.._  
_Home, home, this house is not a hom_-~

Hot Rod finally turns off the radio.

(("**well..Kup always said that "Silence" is the BEST Music.**"))

Alex sighed sharply.

"i am such a d*mn fool."

(("**What?, what are you talkin about?!**"))

"I should've known that what me and Gwen had was nothing more than..Puppy Love!  
she didn't Really "Love" me..she was just 'Interested', nothing but a Phase than she grew out of."

(("**Come On..you know that ain't true.**"))

Alex sighed deeply.

"like it even matters, anymore..  
she loves Kevin, Now..for whatever reason.

I will never stop loving Gwen..but, she forgot about me a Long Time Ago."

Alex sighed again, laying back on the seat.

"i never should've came back.."

(("**b-but..Earth is you're HOME**."))

Alex shook his head.

"no, it isn't..not anymore.  
Earth is now as Alien and Unfamiliar to me as the Null Void."

Alex sat back up and buried his face in his hands.

"i should've just STAYED on Cybertron..my "Real" home."

Hot Rod was silent.

(("**man..i got nothing**."))

Hot Rod soon drove outside of town and, into an open grassy area near the woodland areas.

he stopped right there.

(("**Hot Rod to base, requesting GroundBridge**."))

(("**Copy That**.")) said a female voice, over what appeared to be an InterComm

within moments, a swirling vortex of blueish-white energy materialized right in front of Hot Rod, who drove right into it.

the portal then disappeared behind him.

**[Unknown Location]**

Hot Rod drive down an energized tunnel until he finally exited out into a large chamber of some sort.

the "chamber" was actually the bridge of a starship  
(which was obviously 'grounded', due to dirt and raw earth being seen from the main windows)

the floor, walls and cealing were all a golden metal and, had a rather Large computer systems with many monitors beeping.

Behind Hot Rod was a similair vortex..with an arch of some sort.  
the vortex soon disappeared (revealing a 'pocket space' behind it.)

Alex opened the door and stepped out.  
he was met up with several giant robots of various colors.

**CHA-CHA-CHE-CHIK!**

Hot Rod immediatly Transformed from a Sportscar..to a Giant Robot just like the others.

"Welcome back, Kid.." began Kup, the 'Old' Robot

Hot Rod smiled.

"thanks."

Alex grumbled to himself as he walked off.

Arcee (a female robot) and Springer (a larger male robot) watched him leave then, the two bots looked back at Hot Rod.

"Okay..so, what's HIS Malfuction?!" asked Springer

Hot Rod shrugged his shoulders.

"Juuust 'Human Issues'..  
n-nothing to get worked up over."

Arcee looked back at Alex.

"he..looks upset."

"Hey, it's nothing that serio-"

Alex suddenly kicked something HARD which slammed into a wall and broke apart.

"HEY!, **I-NEEDED-THAT**!" exclaimed Wreck-Gar (whose voice sounded like Jumbled-Up Soundbytes)

"uhh..O-kay.  
Arcee, M-Maybe YOU better talk to him."

Arcee casted a look at Hot Rod.  
she then turned and walked in Alex direction.

the Pink-and-White femmebot bent down to his level and spoke.

"you..doing alright?" asked Arcee in a soft tone

Alex growled in his throat.

"no."

"you..wanna talk about it?"

Alex huffed.

"what's the point?: talking won't change anything."

Arcee frowned.

"something..happened in Bellwood, right?"

Alex was silent.  
so, Arcee continued "digging."

"Is it about the Tennysons?  
that, uhh..Gwen girl that you've been looking for."

Alex's body shook a bit.  
Arcee then got a little worried.

"she's..n-not DEAD, is she?"

"no." said Alex

"she's just dating her cousin's arch-nemesis: Kevin Levin."

"kev-, Oh, NOW i remember, from the Briefing.  
'Kevin 11', he was Ben's Second Worst Enemy (next to Vilgax.)"

"yep."

Arcee was now confused.

"but..why is she with HIM?!"

"Who KNOWS!" exclaimed Alex, aggravated

"Though, it seems i'm no longer "Good Enough" for her, now!  
been a few days, and she hasn't made ANY attempt to get back together with me."

Alex exhaled as he flopped down on the ground, sitting on the floor.

"i feel like such an idiot.." lamented Alex

"i nearly killed myself trying to get back to her..  
only NOW, it seems she no longer needs me..i n-no longer matter."

Arcee looked down at Alex sadly.

"oh, alex..i'm so sorry."

Hot Rod and Springer watched this scene from afar.

"wow..now, that's drama." said Springer

Hot Rod scratched his head/helmet, confused.

"man..i can't believe that HE was the human that Optimus entrusted the Matrix of Leadership to."

"alright, knock it off, Hot Rod."

"i'm SERIOUS!" exclaimed Hot Rod, facing Springer

"When i read the Debriefing on the guy it said he liberated TWO enslaved alien races.  
managed to get that Octane guy on OUR SIDE.  
and, saved Cybertron itself from that Vilgax guy.

he sounded like a real Hero, Just Like Optimus!"

Springer looked back at Alex, who was sitting in Arcee's palm.  
Arcee gently stroked his head gently with her finger, acting motherly towards him.

Springer made an expression.

"HIM..like Optimus Prime?  
yeeeah, sorry: I don't see it."

"of course you don't.." began Kup, as he approached the two bots

"You're BOTH just a couple of Young Bots, Fresh out of the Protoform Mold.  
I, however..am OLD, i was young when the Great Cybertronian Wars Began.

I've seen Many Primes Come and Go..and, not ALL have been like Optimus.  
Slag, there was even a time when Optimus wasn't like Optimus."

"What!?" exclained Hot Rod

"Bite your Vocal Processor, pal.  
ain't NO ONE is as great as Optimus Prime, he's the BEST!"

"He wasn't ALWAYS The Best, kid.  
in fact, back when he called himself "Orion Pax", he acted ALOT like you."

Hot Rod was taken back at this.

"wha-?"

"Young..Naive..Gullible.  
bot didn't seem like the 'Heroic Leader' type..at first.

Even when he started calling himself 'Optimus'  
he STILL didn't believe he was meant to lead the Autobots..

not until Primus Himself bestowed upon him the Matrix of Leadership.  
and, the Matrix ONLY works for those who are True Leaders, worthy of Primus himself."

Kup looked at Hot Rod and Springer.

"So..if Prime entrusted the Matrix to Alex AND, if Primus Allowed Alex to use it's power..

then, there's MORE to that fleshling than meets the optics."

"Y-Yeah, i know..  
but, he seems so Different, now." said Hot Rod

"Hey, even the Best of Us can't be Perfect ALL the Time..  
but, maybe You will learn that..If or When the Matrix chooses YOU, after Optimus time passes."

Kup then walks away.

"Hey-Hey-HEY!  
if ANY Bot's gonna be Leader after Optimus: it's gonna be Ultra Magnus." called Hot Rod

Springer eyed Hot Rod.

"why Magnus?"

Hot Rod turned and faced Springer.

"Well, Come On: Isn't it obvious!?"

"no."

Hot Rod exhaled, groaning.

"Optimus Appointed Ultra Magnus 'Earth Commander', right?"

"yeah."

"Meaning Magnus is leader of ALL Earth Bound Autobots."

"in Optimus Absense, Yes."

"Well, Optimus wouldn't of done that if he didn't think Magnus had Good Leadership Qualities.

so, he is SO Gonna choose Ultra Magnus when the Big day comes.  
i mean, can you just Imagine how things would be if 'I' were Autobot Leader!?"

Springer grimaced at this.

"I'd..rather not put the strain on my processer."

Springer then got an (evil) idea.

"Buuut..assuming you are Wrong, and Kup is Right how's about we make a "Friendly" little bet."

Hot Rod eyed his friend.

"what KIND of bet?"

"If Kup's Right, and YOU end up our leader.  
then..you hafta kiss Arcee, full on the mouth..in front of EVERYBODY.

and, you know how much she hates it when men get "fresh" with her."

Hot Rod smirked.

"Alright..you're on.

but, if I'M right, and the Big Guy chooses Magnus like i said then, YOU hafta kiss Arcee on the mouth in front of everybody."

Springer paused, considering this.

"Okay..DEAL."

Hot Rod and Springer shake servos.

"I'll bring the Camera..and, a First Aid Kit." Said Hot Rod

"Good Idea..i might Forget mine." replied Springer

At that moment, a rather large Blue, White and Red Robot stepped in.

"Where's Alex?!" demanded the robot

"He's over there, Commander Magnus, SIR." replied Hot Rod

Ultra Magnus walked over to Arcee (who still had Alex in hand.)

"Alex, i need to talk to you."

"Ultra Magnus, WAIT." began Arcee

"this MAY NOT be the right time to-"

"It's Alright, Arcee.." said Alex

Alex walked up before Ultra Magnus.

"What seems to be the problem, Magnus?"

Ultra Magnus had a stern (yet, worried) look on his metallic face.

"Alex, i've been going over those files you asked us to look up."

"About the Highbreed and the DNAliens?"

"Yes, and there is something that worries me."

Alex eyed the Autobot Commander.

"oh?"

"I have went over the Personality Profile and History of the Atasian Race and, i believe that due to their recent activities..they warrant for immediate concern."

"Why's that?" asked Alex

"according to the files that we uncovered..  
the Atasians are a Self-Superior race who Despise anything "alien" to them."

"Yes..i know.  
i went over the files, myself." said Alex

"Then, you must know that to them: Humans AND Cybertronians are their enemies.  
and, they'll mostly likely eradicate us once they are done with their "Xenocyte Infection."

"assuming Cybertronians CAN be turned into DNAliens.." added Alex

"THAT ISN'T THE POINT!  
the point is, this "Highbreed" is a very Serious Threat."

"I know they are, Magnus.  
THAT is why i asked for the intel to give to Ben."

"Forgive my 'lack of faith' in you're friend but, i do not believe he can do this ALONE: We must act as well."

Alex made a stunned/surprised expression.

"Whoa-Whoa-Whoa, BACK UP!  
are you saying that you want to get the Autobots INVOLVED in this?!

The Highbreed don't even know of the existance of Cybertron!  
heck, neither does the Plumbers and most of Earth for that matter."

Magnus narrowed his blue optics.

"I believe we should be more Pro-Active on this.  
and, not wait around from our new enemies to bring the fight to US.

or, have you forgotten about the "Vilgax Crisis?"

Alex narrowed his eyes as he recalled the event that Ultra Magnus was refering to..

-[Flashback]-

[Cybertron, The Ruins of Crystal City]

Ten Year Old Alex (clad in Red-and-Blue Autobot ExoArmor)  
walked forward into a vast wasteland, with Autobots Jazz and Cliffjumper.

Jazz stopped and checked a scanner on his wrist.

"i don't get it.." began Jazz

"according to Telatraan, the source of that Craaaa-zy energy surge should be RIGHT HERE!"

Cliffjumper immediatly shifted his forearm into a large gun.

"i don't like this..feels like a Decepticon Trap."

"TRAP, YES!  
Decepticon..no."

the three looked around, trying to find the source of the echoed voice.

Alex looked up..and, saw a figure atop a high structure.

"UP THERE!" shouted Alex

Before Jazz or Cliffjumper could react the unknown figure dropped down before them, kicking up some dust.

as the dust cloud faded..Alex eyes widened at who he saw standing there.

"no..i-it can't be: VILGAX!?"

Jazz and Cliffjumper stared at the 'alien figure' that had Alex so worked up.

it was a tall humanoid with pale green skin and full red eyes.

it has long octopun-like tentacles around his head which resembled a long beard and back hair.

strangely (to Alex, at least)  
Vilgax no longer had Cybernetic Limbs or wore a breathing apperatus.

in fact, he looked comepletly normal.  
he was even wearing a new kind of battle armor, too.

Vilgax smirked, then smiled a toothy grin.

"so..this is Cybertron." began Vilgax, his voice raspy and sinister

"and, THAT would make you two "Cybertronians."

"Y-Yeeeah..and, who are YOU?" said/asked Jazz

Vilgax grinned..then, laughed.

"HA! HA! HA! HA! HAAAAAAAAA!  
I..am VILGAX, Conquerer of Galaxies and soon to be Grandmaster of the Universe."

"sheesh, he's like megatron with tentacles.." whispered Cliffjumper

Vilgax continued his rant.

"I have come to your 'Cybertron'  
for the same reason i come to Any World: to Dominate and DESTROY."

Both Jazz and Cliffjumper activated their 'Heavy Weapons'

"That..we DOUBT." said Jazz, his tone stern

Vilgax grinned evily.

"Oh, i am very confident in my victory, AUTOBOTS."

Vilgax then pressed a button at the chestplate of his suit.  
a compartment opened up, and Vilgax took a "device" from out of it.

"For, UNICRON..is With Me."

Vilgax showed Alex and the Autobots his possession..  
which looked Very Much like 'The Matrix of Leadership'

only, the orb-shaped container was Bronze, not Gold it glowed a Bright Purple, instead of Bright Blue and, the handles were black and were shaped differently.

both Jazz and Cliffjumper were Shocked and Confused (mostly confused.)

"what..the FRAG is that!?" exclaimed Cliffjumper

Vilgax grinned a wider smiled.

"it is..the DARK Matrix of Leadership.  
containing the Lifeforce of UNICRON, the Chaos Bringer.

Armed with THIS, i have the absolute Power and Knowledge of Unicron HIMSELF!"

"IMPOSSIBLE!" exclaimed Cliffjumper

"Unicron was destroyed Ages Ago by the Dynasty of Primes!  
there is NO WAY that thing you have is a Dark Matrix, THERE'S NO SUCH THING!"

Vilgax snickered evily.

"i see we have an "unbeliever."  
tell me, Autobot: if this isn't Real, then, How can i do THIS?!"

Vilgax grips the handles of the Dark Matrix.  
it charges with Purple Energy and fired a powerful beam..

which strikes Cliffjumper right in the chest.  
knocking him down on his back by the sheer force.

"GAAAAAAHHH!"

"CLIFF!"

Jazz ran over to Cliffjumper (who was groaning in Intense pain.)

"Raagh, SLAGGIT!  
that..that blast, it..feels like D-Dark Energon!"

Vilgax body soon glows with the energy of the Dark Matrix.  
he then stomps his boot HARD, sending a line if Dark Energon Crystals that spear out of the ground and surrounds the three, closing them off like a wall.

Jazz groaned, beginning to feel the 'life draining' effects of the Dark Energon.

Alex then looked and saw Vilgax approach him.

"YOU..i remember.  
You're the 'little friend' of Tennyson."

Alex overcame his fear and became Enraged.

"Who is STRANDED Here, Because of YOU!"

"Then, allow me to relieve you of you're torment..  
by ending your Pointless Existance ONCE AND FOR ALL!"

Vilgax then charged his Dark Matrix with energy preparing to fire his Dark Energon Beam again.

Alex is frozen still in fear..until a faint light shines from within his chestpiece, promting Alex to open up a compartment.

Alex drew out The Matrix of Leadership (which glowed brightly)

As Vilgax fired another Dark Energon beam from his Dark Matrix Alex gripped the handles of his Matrix, looking away as he held it outward like a shield.

when the beam impacted him..it colided with some force field which shielded Alex, protecting him from the Destructive Energy.

Both Alex and Vilgax looked on with wide eyes.

"So..YOU have a Matrix, too." growled Vilgax.

-[End of Flashback]-

"I remember, Magnus..i was THERE." said Alex, sternly

"Then You of all people should understand how serious this is.  
We must STOP the Highbreed..before they destroy us all."

Alex exhaled, crossing his arms.

"You have some plan in mind?"

"Yes: i recommend that you 're-join' you're old friends.  
perhaps with you there, we'll get closer to-"

"M-ME!?, rejoin "Team Tennyson, Plus One"..ARE YOU NUTS!?"

Magnus looked confused.

"i'm sorry?"

Alex crossed his arms, fuming refusing to make eye contact with the Autobot Commander.

"Magnus, you don't understand.." began Arcee

"Alex has been having Very Solar Cycles, lately.  
he discovered the girl he loves is in a relationship with somebody else."

Magnus eyed Alex.

"Gwen?"

Alex tensed up.

"yes..with KEVIN LEVIN."

this surprised the Autobot Commander.

"Kevin?  
i thought he was a hostile."

Alex turned and faced Ultra Magnus.

"Yeah, but Ben CLAIMS that he's reformed..i don't buy it.  
Kevin's no better than Starscream..maybe even WORSE."

Magnus touched his chin, thinking.

"hmm..i see."

Magnus then brought his metallic face closer to Alex.

"Alex, look..reguardless of your personal feelings you have a responsibility to the Earth and it's people.

for the good of Earth and Cybertron..you MUST rejoin Ben Tennyson and, help him in his battle against the Highbreed and their DNAliens.

we will help in any way we ca-"

"I CAN'T DO IT!" exclaimed Alex, loudly

Magnus stepped back a bit, caught offguard at Alex Outburst.

"Alex, plea-"

"Look, I'M SORRY, Magnus..but, i can't go back.  
not when every moment with them would only Remind Me of what i lost."

Magnus became Stern.

"Alex..you have a responsibility.  
one that is ALOT Bigger than just you."

Alex glared up at Ultra Magnus.

"That's easy for YOU to say..YOU'VE NEVER LOVED AND LOST, ANYONE!"

Magnus frowned, narrowing his blue optics.

"yes, i did..many deca-cycles ago.  
but, i try to stay focused on the mission..and, not think about it."

Alex became Calmer..but, still pretty stress.

"yeah..well, i already Tried that.  
and, Guess What?: IT DIDN'T WORK!

so, unless you can figure out a way to completely REMOVE my feelings..then, you've got the Wrong Man."

Magnus fell silent, darting his optics a bit.  
Alex then eyed him suspiciously.

"you..really CAN do that?" questioned Alex

"Not officially, no." replied Magnus

"The Removal/Disability of emotional brainwave patterns is a scientific practice used primarily by Decepticons.

Paticularly the Con Scientist: SHOCKWAVE."

Alex pondered this.

"yes..i remember, now.  
Shockwave disabled his own emotions to increase his processing power."

"a Practice that even Perceptor finds "disturbing."

Alex looked right at Magnus, a stern look on his face.

"do that to me."

Magnus widened his optics (as did Arcee.)

"Wa-WHAT!?"

"you heard me.." repeated Alex

"Get RID..of my Emotions."

* * *

**Author Note:**

**Second Chapter of 'Ben 10: The Return'**

**THIS took a little longer than expected (mostly due to my glitchy computer.)**

**Since this Last Chap featured Ben and Kevin i chose to start This One with Gwen, and give a look at HER opinion on the whole thing.**

**plus, i also wanted to show more of Alex dealing with 'depressive heartbreak' (and, hoe he responds to traditional bullying in this delicate, fragile state)**

**As promised, i featured FULL Appearances of 'Transformers' characters. which are actually the main cast of the 1986 line (Movie and Season Four of G1.)**

**the idea is that Optimus and his team are on Cybertron and, Ultra Magnus is left in charge of Earth in his absense ("Earth Commander")**

**the bit with Hot Rod and Springer's "Bet" on who will be next leader is a playful jab at the G1 Love Triangle between Hot Rod, Springer and Arcee.**

**Also, Hot Rod's "poor choice" in music on his vehicle radio was**

**1. an excuse to include parts of certain songs from musical bands that i like.**

**2. a way to get people in the 'depressive heartbreak' mood.**

**and, 3. Juuust rubing more salt in Alex wounds. you know, to strengthen his resolve to get rid of his emotions.**

**which brings us to our cliffhanger.**

**Also (To stay true to the 'Omniverse' formula.) i included flashback scenes to give insight at what Alex was going through BEFORE.**

**in this case, his adventures on Cybertron and, hinting that he was quite the heroic figure before his emotional breakdown.**


End file.
